Katapult (KPLT) Proxy Filing summary

Executive summary

• Special Meeting scheduled for August 6, 2025, to approve critical financing transactions and related share issuances.

• Proposals include issuing 486,264 shares upon warrant exercise and allowing lenders to convert a $32.6M term loan into common stock.

• Approval is necessary to avoid default, asset foreclosure, and potential bankruptcy.

• Board strongly recommends voting in favor to maintain operations and liquidity.

Voting matters and shareholder proposals

• Proposal 1: Approve issuance of shares for warrant exercise and term loan conversion, as required by Nasdaq rules.

• Proposal 2: Approve adjournment of the meeting if more time is needed to solicit votes for Proposal 1.

• Both proposals require a majority of votes cast to pass; abstentions and broker non-votes do not count as votes cast.

• Failure to approve Proposal 1 triggers an event of default, risking loss of borrowing ability and asset foreclosure.

Board of directors and corporate governance

• Board fixed June 16, 2025, as the record date for voting eligibility.

• Board recommends voting FOR both proposals.

• Agent (Blue Owl) has the right to designate a non-voting board observer.